CPP Investment Board Private Holdings (4) Inc.

Origin – Equity stake in Kraken

Origin Energy International Holdings Pty Ltd (a wholly owned subsidiary of Origin Energy Limited) (Origin) is participating in a series of related transactions which are being effected to achieve the spin off of the Kraken technology business, operated by Kraken Technologies Limited and its related companies (Kraken), from Octopus Energy Group Limited (OEGL). Origin Energy Limited is an ASX-listed integrated energy company which, relevantly in this context, engages in the retail supply of electricity and gas as well as broadband services in Australia. Origin has an existing interest in OEGL. OEGL, together with its related bodies corporate (Octopus Energy), is a UK‑based global energy retailer and energy services provider. While it operates retail businesses internationally, Octopus Energy is not a direct retail supplier in Australia. Kraken is a technology provider, wholly owned by OEGL, that develops and licenses a proprietary retail and operations platform, called “the Kraken platform”. The platform is used by utility providers globally to manage billing, customer service, distributed energy resources and operational processes. The acquisition is one of a series of transactions being entered into to enable the demerger to take place and Kraken to raise equity from new investors. In substance, the acquisition: maintains the economic interest which Origin currently holds in Kraken and OEGL; and removes and irrevocably waives the exclusivity which Origin previously held in respect of the Kraken platform in Australia. Following the demerger of Kraken from Octopus Energy (under which existing OEGL shareholders will receive direct shares in Kraken Technologies Global Group Limited (DemergerCo)), the following transactions will be implemented in respect of Kraken: In connection with the demerger of Kraken, US$1 billion in equity will be raised in Kraken’s first standalone raising, supporting the separation from Octopus Energy (targeting first half of 2026); in order to maintain its existing economic interest, Origin will: acquire approximately US$140 million (~AUD$210 million equivalent) in Kraken shares from another existing shareholder (CPP Investment Board Private Holdings (4) Inc.); and be issued with an additional 1.5% equity interest in Kraken in exchange for agreeing to delete and remove Origin’s exclusivity to the Kraken platform in Australia.